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1 Board of County Commissioners Meeting Agenda Item #_8_: Matters from Staff Staff Report Meeting Date: August 28, 2012 Presenter: Eve Lynes Submitting Department: TCIT Subject: Consideration of 5-Year Contract with CenturyLink for Telephone Long Distance Service Statement / Purpose: Consider five-year contract with CenturyLink to provide voice long distance services for County agencies. By signing this agreement, long distance services would move from Sprint to CenturyLink. Background / Description / Alternatives (Pros & Cons): Sprint has been the long distance service provider for the County for a long time. The last contract expired Sept Sprint raised our rates without notification, even though there is language in the contract signed August 2010 that specifies that rates are not to be raised without advance notice. Here are the current price comparisons for Intra (within Wyoming) and Inter (between States) rates. The five year contract with CenturyLink provides the County with the best value. Minutes Current Sprint CenturyLink Jan 12 IntraState 4036 $ $ $ $ $ $ Jan 12 InterState 4565 $ $ $ $ $ $ month total $1, $ $ Feb 12 IntraState 3558 $ $ $ Feb 12 InterState 4173 $ $ $ month total $ $ $ Two Month Totals $1, $ $ We have continued to look into VoIP services to provide phone service to the County, which theoretically would remove the need to contract for long distance services. There are still roadblocks to be removed before VoIP can be considered for the County: The enterprise equivalent of single phone number VoIP consumer services is called SIP trunk service. SIP trunk service can carry the hundreds of phone numbers the County requires. It is not offered at competitive rates yet in our area. The County does not currently have the data bandwidth that would be required to carry both voice and data traffic. If and when this changes, SIP trunks would be a more reasonable option. Carrying both voice and data on the same infrastructure will be risky until the community infrastructure redundancy is complete. The County recently signed a 5 year contract for PRI phone services, which will roughly coincide with this contract for long distance services. We will continue to research and move towards the next generation of phone services during the next five years. Shawn Stephens of the Sheriff s Office has read and agreed that a move to CenturyLink long distance services would be best for the Sheriff s Office. Attachments: CenturyLink Loyal Advantage Agreement CenturyLink Addendum to the Loyal Advantage Agreement Long Distance codes

2 Fiscal Impact: As seen on the chart above, transitioning to CenturyLink will provide significant savings for the County. The savings will be realized in each County agency budget. Staff Impact: We anticipate several hours of testing during the cut-over, to ensure that long distance account codes are properly in place. Legal Review: Keith Gingery has reviewed the Agreement and Addendum documents. Recommendation: Teton County Information Technology recommends the approval of a five-year contract with CenturyLink for long distance services. Suggested Motion: Motion to award and for the Chair to sign the CenturyLink Agreement and Addendum documents.

3 This CenturyLink Loyal Advantage Agreement ( Agreement ) is between Qwest Communications Company, LLC d/b/a CenturyLink QCC, including its subsidiaries ( CenturyLink ) and Teton County ( Customer ) and is effective on the date the last party signs it ( Effective Date ). CenturyLink reserves the right to withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink before September 30, Using CenturyLink s electronic signature process for the Agreement is acceptable. TETON COUNTY QWEST COMMUNICATIONS COMPANY, LLC D/B/A CENTURYLINK QCC \s1\ 1s \s2\ Authorized Signature Authorized Signature \n1\ 1n \n2\ Name Typed or Printed Name Typed or Printed \t1\ 1t \t2\ Offer Management Title Title \d1\ 1d \d2\ Date Date Customer s address for notices: Customer s facsimile number: Person designated for notices: 1. Services. Customer may purchase the products and services ( Services ) in service exhibits ( Service Exhibits ) attached to the Agreement. The parties agree that any notation to the CenturyLink Total Advantage Agreement on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. Domestic Voice Service Exhibit 2. Term. Customer selects the following Initial Term of the Agreement: five years ( Initial Term ), code (QLAGESZ). The Initial Term begins on the Effective Date. At the end of the Initial Term, the Agreement will automatically renew for consecutive renewal periods equal to the Initial Term (a Renewal Term ) if not terminated earlier in accordance with the Agreement. The Initial Term and each Renewal Term are referred to as the Term. 3. Rates. Unless specified otherwise in a Service Exhibit, Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CenturyLink-approved quote form, for the duration of the Initial Term. CenturyLink reserves the right to modify rates after the conclusion of each Service's minimum service period upon not less than 30 days prior written notice to Customer; provided that CenturyLink may reduce the foregoing notice period or modify rates or discounts prior to the conclusion of the minimum service period, as necessary, if such modification is based upon Regulatory Activity. CenturyLink also reserves the right to modify rates when the Agreement renews to the rates that are in effect at that time. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and adversely affects Customer, then Customer may terminate the affected Service upon 30 days prior written notice to CenturyLink without liability for Cancellation Charges for the affected Service, provided, however that Customer: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink 30 days to cure such increase. If Customer does not provide CenturyLink such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. 4. Payment. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. Customer must pay CenturyLink all charges within 30 days after the invoice date. Any amount not paid when due is subject to late interest at the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, Customer must also pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Customer is exempt from any Tax, it must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Customer s submission of valid evidence of exemption. Customer may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each summary/remit only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. CenturyLink reserves the right to charge administrative fees when Customer s payment preferences deviate from CenturyLink s standard practices. 5. Confidentiality. Except to the extent required by an open records act or similar law, neither party will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other s Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink s consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. Page 1 of 9

4 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on CenturyLink s behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 7. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party s prior written consent. CenturyLink s consent may only be given by its Legal Department. 8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED AS IS. CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. 9. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 9.1 Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 9.2 Claims Related to Services. For Customer s claims related to Service deficiencies or interruptions, Customer s exclusive remedies are limited to: (a) those remedies set forth in the SLA for the affected Service or (b) the total MRCs or usage charges paid by Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA does not exist for the affected Service. 9.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party s employee, or damage to a party s real or personal property, that are caused by the other party s negligence or willful misconduct in the performance of the Agreement, each party s liability, to the extent permitted by law, is limited to proven direct damages. 9.4 Other Direct Damages. For all other claims arising out of the Agreement, each party s maximum liability will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ( Damage Cap ). The Damage Cap will not apply to a party s obligations under the Responsibilities Section below or Customer s payment obligations under the Agreement. 10. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other party, its Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys fees, arising directly from performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the responsible party. To the extent permitted under law, Customer also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, its Affiliates, and contractors, related to the modification or resale of the Services by Customer or End Users, or any AUP violation. 11. Termination Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit s term requirements with 60 days prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is terminated by Customer for Convenience or by CenturyLink for Cause, then Customer will pay Cancellation Charges Agreement. Either party may terminate the Agreement and all Services by: (a) providing written notice to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term or (b) for Cause. Cause to terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire Agreement for Service-related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the applicable SLA, Service Exhibit, RSS or Tariff. If the Agreement is terminated by Customer for Convenience or by CenturyLink for Cause prior to the conclusion of the Term, then Customer will pay the higher of: (c) the Early Termination Charge or (d) the total Cancellation Charges that apply for terminating all CenturyLink Services at the time the Agreement is terminated Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 12. Non-Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications Commission Docket No ; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire Page 2 of 9

5 functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring an Early Termination Charge or Cancellation Charges by giving CenturyLink not less than 30 days prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 13. Miscellaneous General. The Agreement s benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party s failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, the Responsibilities Section, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, and any Order Form. If Services are provided pursuant to a Tariff, RSS, or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff, Service Exhibit, the Agreement, RSS, ISS, and Order Form Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer s clients, which may include group health plans, that constitutes Protected Health Information ( PHI ), as defined in 45 C.F. R under the Health Insurance Portability and Accountability Act of 1996 ( HIPAA Rules ). Any exposure to PHI will be random, infrequent and incidental to CenturyLink s provision of Service and is not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI. Such exposure is allowable under 45 CFR (a)(1)(iii). As such, if Customer is a Covered Entity or Health Care Provider under the HIPAA Rules or supports the health care industry, CenturyLink and Customer agree that CenturyLink is not a Business Associate or Covered Entity under the HIPAA Rules for the purposes of the Agreement Installation, Maintenance and Repair (a) Provision of Services is subject to availability of adequate capacity and CenturyLink s acceptance of a complete Order Form. (b) Customer will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Customer will provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer s premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer s premises is unsafe or likely to cause injury. (c) Customer is responsible for any facility or equipment repairs on Customer s side of the demarcation point. Customer may request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customer's side of the demarcation point or was not caused by CenturyLink s facilities or equipment on CenturyLink s side of the demarcation point Governing Law; Dispute Resolution. (a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Customer s dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that the disputed charge is valid, CenturyLink will notify Customer and within five business days after CenturyLink s notification, Customer must pay the charge and accrued interest. (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customer s principal office is located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado. (c) Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally Page 3 of 9

6 waives its right to a jury trial and any right to pursue any claim or action relating to the Agreement on a class or consolidated basis or in a representative capacity. If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute relating to the Agreement under the Federal Arbitration Act, 9 U.S.C. 1, et. seq. The arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules. Judgment upon the arbitration award may be entered in any court having jurisdiction. (d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount No Resale; Compliance. Customer must not resell the Services and its use of Services must comply with all applicable laws Assignment. Either party may assign the Agreement without the other party s prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party Amendments; Changes. The Agreement may be amended only in a writing signed by both parties authorized representatives. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements Websites. References to websites in the Agreement include any successor websites designated by CenturyLink Required Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: ; Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; or (c) when delivered by fax if duplicate notice is also sent by regular U.S. Mail Service Termination Notices. Customer s notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or to: CenturyLink, Attn.: Dublin Service Center, GBM Disconnects, 4650 Lakehurst, 2 nd Floor Disconnect Center, Dublin, OH 43017, Fax: , Such termination is effective 30 days after CenturyLink s receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer s invoice to provide notice of termination Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 14. Definitions. Affiliate means any entity controlled by, controlling, or under common control with a party. AUP means the Acceptable Use Policy incorporated by this reference and posted at qwest.centurylink.com/legal/. Cancellation Charge means the cancellation charge described in the applicable Service Exhibit and charges incurred by CenturyLink from a third party provider as a result of an early termination. Cause means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice. Confidential Information means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is in the public domain through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. Convenience means any reason other than for Cause. CPE means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer s telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. Early Termination Charge means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. End User means Customer s members, end users, customers, or any other third parties who use or access the Services or the Page 4 of 9

7 CenturyLink network via the Services. Force Majeure Event means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. ISS means CenturyLink s Information Services Schedule incorporated by this reference and posted at: MRC means monthly recurring charge. NRC means nonrecurring charge. Order Form includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate the Order Form pricing, the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. RSS means as applicable CenturyLink s Rates and Services Schedules incorporated by this reference and posted at for CenturyLink's International RSS and at for CenturyLink s Interstate RSS. SLA means the service level agreement applicable to a Service as described in a Service Exhibit. State means one of the 50 states of the United States or the District of Columbia. Tariff includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at Tax or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. Page 5 of 9

8 DOMESTIC VOICE SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink QCC will provide domestic Voice Services ( Service ) under the terms of the Agreement, Tariff, RSS, ISS, and this Service Exhibit. Net Effective Rate means the rates less the Custom Discount. Net Effective Rates are subject to change if there is a change in the underlying rates and/or applicable discount(s), with any such changes to be done in accordance with the terms of the Agreement or this Service Exhibit. Net Rate is in lieu of all other rates, discounts, and promotions, including the CTA Discount. Pricing Attachment means a document containing rates specific to the Service and is incorporated by reference and made a part of this Service Exhibit. SLA means the service level agreement specific to the Service, located at which is subject to change. 2. Service. 2.1 Description. Voice Service consists of domestic Long Distance, domestic Toll Free (including features), domestic Virtual Network Service ( VNS ), domestic worldcard, and domestic Directory Assistance service. Domestic Long Distance service is available both interstate and intrastate, through switched and dedicated facilities. Toll Free service is also available through switched or dedicated facilities. CenturyLink is required by the FCC to state in this Service Exhibit that Customer is prohibited from using any Toll Free telephone number, or other telephone number advertised or widely understood to be Toll Free, in a manner that would violate FCC rule 47 CFR Directory Assistance offers one rate to Voice Service customers domestically. With respect to Outbound Long Distance: (a) Per the Federal Trade Commission ( FTC ), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using CenturyLink commercial services are required to provide CPN/pseudo-CPN according to the rules below: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THEIR BILLING TELEPHONE NUMBER WILL BE USED AS THE TRUNK GROUP S CPN; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R. section (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company s legal advisor for more information. The SLA provides Customer s sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. worldcard offers domestic calling card services available either interstate or intrastate and is available through switched access only. worldcard is offered with three options: 1) the standard option includes CenturyLink s trademarks and telephone number; 2) the cologo option includes CenturyLink s and Customer s names and trademarks and/or logos and will include either CenturyLink s or Customer s telephone number; and 3) the private label option only includes Customer s names trademarks and/or logos and will include either CenturyLink s or Customer s telephone number. If Customer selects the cologo or private label worldcard options, then Customer grants CenturyLink permission to create a card using Customer s name, trademarks and/or logos as provided to CenturyLink by Customer. Customer further agrees that even though Customer s name, trademarks, logo and/or phone number may appear on the cards, except for Customer s rights in its name, trademarks, and/or logo, CenturyLink will be sole owner of all right and title in and to all intellectual property associated with the cards and the worldcard service. Furthermore, if Customer selects either the cologo or private label cards, then Customer agrees to indemnify and hold CenturyLink harmless for any costs, fees, damages, or expenses of any sort incurred by CenturyLink as a result of claims arising from CenturyLink s use of Customer s name, trademarks or logo in accordance with this Agreement. In addition to the other worldcard charges listed in the Pricing Attachment, Customer will pay to CenturyLink any set-up charges associated with the design and production of the cologo and private label cards. CenturyLink will notify Customer of the total amount of set-up charges prior to production of the cards. If Customer objects to the set-up charges, then the parties will work together to create a less expensive design than originally requested by Customer (this sentence and the previous sentence combined constitute the Set-up Process ). If Customer revokes the use of its mark for the cologo or private label cards or requests new cards due to its mark changing, then Customer must cease using those cards and CenturyLink will issue replacement cards that either do not include Customer s mark or contain the new mark, as appropriate. The Set-up Process will apply to the replacement cards and Customer will pay CenturyLink the set-up charges for the replacement cards. The person(s) named on the calling card and those identified on CenturyLink s records for the associated account are jointly and severally responsible for the charges made using the calling card. The calling card is not transferable, but the cardholder may authorize others to use it. The cardholder is responsible for all charges incurred by authorized users, and giving the calling card to someone else or telling someone else the security code is such authorization. The calling card will be cancelled at the cardholder s request. CenturyLink may cancel the calling card if the cardholder cancels or fails to pay, if CenturyLink suspects fraud, improper, or unauthorized use or observes unusual use, or if it changes its policies for issuing worldcard calling cards. CenturyLink may cancel the calling card without notice. CenturyLink is not liable for any damages for any reason due to the cancellation of, or failure to accept the calling card. If a calling card is canceled for any reason, the cardholder must notify all authorized users and destroy all calling cards. The cardholder should notify CenturyLink immediately if the cardholder changes address or telephone number or if a calling card is lost, stolen, or misplaced or if a cardholder suspects unauthorized use or misuse of a calling card. To report a loss, theft, or suspected misuse, please call Some uses of the worldcard calling card may be subject to rules, regulations, and tariffs of state public utility commissions and the Federal Communications Commission. 2.2 Domestic IP Voice. Domestic IP Voice Service consists of IP intrastate and interstate dedicated Long Distance and IP dedicated Toll Free. Domestic IP Voice accepts intrastate and interstate dedicated Long Distance traffic in IP format and converts such traffic for Page 6 of 9

9 DOMESTIC VOICE SERVICE EXHIBIT transmission across the telecommunications network. Domestic IP Voice also accepts domestic Toll Free traffic and converts it into VoIP format for transmission to Customer. The pricing for Domestic IP Voice services is the same as for non-ip intrastate and interstate dedicated Long Distance and non-ip dedicated Toll Free. Domestic IP Voice does not support local services, 911, E911, V911, operator services, local number portability, or directory listings. All use of Domestic IP Voice will comply with and be subject to the service guide, AUP, and applicable sections of the SLA which are posted at CenturyLink reserves the right to refuse to accept, suspend, or limit any or all of Customer s IP traffic not complying with the service guide technical specifications or that CenturyLink believes is adversely affecting other customers on the CenturyLink network. The service guide and AUP are incorporated into the Agreement by this reference. CenturyLink may reasonably modify the service guide, AUP, and SLA to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the Web site. 2.3 CenturyLink 8XX Outbound Service. CenturyLink 8XX Outbound Service ( 8XX Outbound ) allows Customer to place Toll Free TDM or IP calls to CenturyLink owned or non-centurylink owned Toll Free numbers on Customer s CenturyLink dedicated access lines ( DALS ). 8XX Outbound is only available on DALs provisioned on CenturyLink DMS250, NGS, and IPLD switched. 8XX Outbound is not subject to an SLA. 8XX Outbound is governed by the CenturyLink RSS and/or Tariffs. CenturyLink reserves the right, upon 30 calendar days prior written notice to Customer, to cancel or modify 8XX Outbound. If Customer does not agree to the 8XX Outbound modifications, then Customer must notify CenturyLink prior to the expiration of the 30 day time frame that Customer wishes to cancel 8XX Outbound. Customer s continued use of 8XX Outbound after the 30-day time frame will indicate that Customer agrees to the modifications. Limitations. CenturyLink provides 8XX Outbound by routing and terminating the toll-free call to a CenturyLink dedicated facility that is connected to a LEC facility to allow re-origination to the dialed Toll Free number. CenturyLink is only responsible for getting the call to the LEC for re-origination. CenturyLink cannot provide any kind of support or help troubleshoot problems with toll free origination or termination once the call is delivered to the LEC for re-origination. Because all outbound Toll Free calls will re-originate from a LEC central office, the outbound toll-free call will route as if the call originates from the LEC central office, and not from the geographic location of Customer s DAL. If there is regional (i.e., calls only allowed to originate from specific states or disallowed from specific states) or point of call (geographic) routing on the dialed Toll Free number, the call may not be completed. From time to time CenturyLink may add, change, and/or remove the central offices from which calls are re-originated, without notice to Customer. Customer requests for 8XX Outbound changes or additions, including additional 8XX Outbound traffic volumes, are subject to availability and CenturyLink s acceptance of the order. 2.4 Non-Completed Calls. Non-completed Call Percentage Threshold" means 30% of all attempted calls, both completed and noncompleted. If the percentage of Customer s calls that do not complete (out of all attempted calls) meets or exceeds the Non-completed Call Percentage Threshold for any given monthly billing cycle, CenturyLink may, upon 30 calendar days notice to Customer, disconnect any and all circuit(s) providing Service on which the Non-completed Call Percentage Threshold was exceeded. 3. Term. This Service Exhibit will expire or terminate coterminous with the Agreement, unless terminated earlier by either party by providing 60 days advance written notice. 4. Charges. As applicable, Customer will pay the rates, Net Rates, Net Effective Rates, and all other charges set forth in the Pricing Attachment, RSS, ISS, Tariff, or Order Form. Customer is responsible for all metered usage charges and per call charges that occur from the point Service is available for Customer use, regardless of whether CenturyLink notifies Customer of Service availability. Domestic Long Distance calls crossing state boundaries, within the same LATA, will be billed at the interstate rate. The rates, Net Rates, and Net Effective Rates do not include costs associated with local access or CPE, which rates are described in the Service Exhibits specific to those services or in a separate agreement for such service. Customer's 8XX Outbound will bill the same rates as Customer's dedicated outbound Long Distance (1+). Customer understands and agrees that all 8XX Outbound calls will be billed to the trunk group owner, even if the dialed toll-free numbers belong to CenturyLink. CenturyLink reserves the right, upon 30 calendar days prior written notice to Customer, to charge an MRC for 8XX Outbound. If Customer does not agree to the MRC, then Customer must notify CenturyLink prior to the expiration of the 30 day time frame that Customer wishes to cancel 8XX Outbound. Customer s continued use of 8XX Outbound after the 30-day time frame will indicate that Customer agrees to pay the MRC. Unless a Net Rate or Net Effective Rate is specified in the Pricing Attachment, domestic Outbound Long Distance and 8XX Outbound, domestic Toll Free (including any features), domestic VNS, and domestic worldcard voice services will be charged at the Agreement rates in the Tariff, ISS, and RSS. Rates and Net Rates will be used for calculating Contributory Charges. Customer represents that it has received from a CenturyLink competitor an offer comparable to the offer in this Service Exhibit for the Services. Page 7 of 9

12 OMR#: ADDENDUM TO THE CenturyLink Loyal Advantage Agreement BETWEEN County of Teton AND QWEST COMMUNICATIONS COMPANY, LLC D/B/A CENTURYLINK QCC 1. Parties. This Addendum is made and entered into by and between the Teton County Government ( Customer ), whose address is P.O Box 3594, 200 South Willow, Jackson, WY 83001; and Qwest Communication Company, LLC d/b/a CenturyLink QCC ( QCC or CenturyLink ), with a business office located at 6101 Yellowstone Road, Room 300, Cheyenne, WY Throughout this Addendum, Customer or CenturyLink may individually be referred to as Party or together as Parties. 2. Purpose of Addendum. The Customer has entered into an agreement for Domestic Voice Switched Interstate/intrastate Long Distance dated on or about, incorporated herein by this reference ( Underlying Agreement ). The purpose of this Addendum is to memorialize certain non-rate effecting terms applicable to the provision of Service for Customer. 3. Term of the Addendum. This Addendum shall commence upon the date the last required signature is affixed hereto and shall remain in full force and effect through the term of the Underlying Agreement unless terminated at an earlier date pursuant to the provisions of the Underlying Agreement or pursuant to federal or state statute or rule or regulation. 4. Special Provisions. The following conditions are incorporated into the contract. A. Amendments. Any changes, modifications, revisions or amendments to this Addendum which are not materially rate-effecting and mutually agreed upon by the parties to this Addendum shall be incorporated by written instrument, executed and signed by all parties to this Addendum. B. Americans with Disabilities Act. CenturyLink shall not discriminate against a qualified individual with a disability and shall comply with the Americans with Disabilities Act, P.L , 42 U.S.C , et seq., and/or any properly promulgated rules and regulations related thereto. C. Applicable Law/Venue. Except to the extent any dispute may be the within the primary jurisdiction of the Federal Communications Commission ( FCC ), the construction, interpretation and enforcement of the Underlying Agreement shall be governed by the laws of the State of Wyoming. Except to the extent any dispute may be the within the primary jurisdiction of the FCC, the courts of the State of Wyoming shall have jurisdiction over the Underlying Agreement and the parties, and the venue shall be the First Judicial District, Laramie County, Wyoming. D. Assignment. This is a retail end user contract. It may be assigned only with the consent of CenturyLink. Customer may not assign to a reseller or a telecommunications carrier under any circumstances. E. Audit/Access to Records. The Customer and any of its representatives shall have access to examine any books, documents, papers, and records of CenturyLink which are pertinent to the Underlying Agreement. CenturyLink shall, upon receiving written 30 days notice from the Customer, allow any independent auditor, accountant, or accounting firm to examine books, documents, papers and records of CenturyLink which are pertinent to this Contract at 1801 California Street, Denver, Colorado. All costs incurred in examining and auditing will be the responsibility of the Customer and shall not be reimbursed by CenturyLink. CenturyLink shall cooperate fully with any such independent auditor, accountant, or accounting firm, during the entire course of any audit authorized by the Customer. F. Availability of Funds. Customer intends to continue the Underlying Agreement for its entire term and to satisfy its obligations hereunder. For each succeeding fiscal period: a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under the Underlying Agreement, b) Customer agrees to use all reasonable and lawful WY State Terms Addendum Page 1 Version: 2010

13 means to secure these appropriations, c) Customer agrees it will not use non-appropriations as a means of terminating the Underlying Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under the Underlying Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate the Underlying Agreement by giving CenturyLink not less than thirty (30) days prior written notice. Upon termination and to the extent of lawfully available funds, Customer shall remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. G. Award of Related Contracts. The Customer may undertake or award supplemental or successor contracts for work related to this Addendum. CenturyLink shall cooperate fully with other contractors and the Customer in all such cases. H. Compliance with Laws. CenturyLink shall keep informed of and comply with all applicable federal, state and local laws and regulations in the performance of the Underlying Agreement. I. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, and any other work provided to or produced by CenturyLink in the performance of the Underlying Agreement shall be kept confidential by CenturyLink unless written permission is granted by the Customer for its release. J. Disputes/Remedies. In seeking to resolve any dispute relating to the Underlying Agreement, the Customer does not waive its sovereign immunity. Except for disputes within the primary jurisdiction of the FCC, any dispute or claim arising out of or relating to the Underlying Agreement may be assigned to non-binding mediation upon mutual agreement of the parties, in accordance with the Wyoming Supreme Court's rules for alternative dispute resolution. The parties to the dispute shall bear their respective costs for the mediation. The rights and remedies of the parties provided for in these clauses are in addition to any other rights and remedies provided by law or under the Underlying Agreement. K. Extensions. Nothing in this Addendum shall be interpreted or deemed to create an expectation that the Underlying Agreement will be extended beyond the term described therein. Consistent with FCC rules, as applicable, any extension of this Addendum or the Underlying Agreement shall be initiated by the Customer, and shall be effective only after it is reduced to writing and executed by all parties to the Underlying Agreement. Consistent with FCC rules, as applicable, any agreement to extend this Addendum or the Underlying Agreement shall include, but not necessarily be limited to: an unambiguous identification of the Underlying Agreement being extended; the term of the extension; the amount of any payment to be made during the extension, or a statement that no payment will be made during the extension; a statement that all terms and conditions of the original Underlying Agreement shall, unless explicitly delineated in the exception, remain as they were in the original Underlying Agreement; and, if the duties of either party will be different during the extension than they were under the original Underlying Agreement, a detailed description of those duties. L. Independent Contractor. CenturyLink shall function as an independent contractor for the purposes of this Contract, and shall not be considered an employee of the State of Wyoming for any purpose. CenturyLink shall assume sole responsibility for any debts or liabilities that may be incurred by CenturyLink in fulfilling the terms of the underlying, and shall be solely responsible for the payment of all federal, state and local employment taxes relating to CenturyLink s employees which may accrue because of the Underlying Agreement. Nothing in the Underlying Agreement shall be interpreted as authorizing CenturyLink or its agents and/or employees to act as an agent or representative for or on behalf of the Customer, or to incur any obligation of any kind on the behalf of the Customer. CenturyLink agrees that no health/hospitalization benefits, workers' compensation and/or similar benefits available to Customer s employees will inure to the benefit of CenturyLink or its agents and/or employees as a result of the Underlying Agreement. WY State Terms Addendum Page 2 Version: 2010

14 M. Kickbacks. CenturyLink certifies and warrants that no gratuities, kickbacks or contingency fees were paid in connection with the Underlying Agreement, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of the Underlying Agreement, except for commissions payable by CenturyLink to its sales employees. If CenturyLink breaches or violates this warranty, the Customer may, at its discretion, terminate the Underlying Agreement without liability to the Customer, or deduct from the Underlying Agreement price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee. N. Nondiscrimination. CenturyLink shall comply with Presidential Executive Order entitled, "Equal Employment Opportunity," as amended by Presidential Executive Order 11375, and as supplemented in the Department of Labor Regulations (41 CFR Part 60), the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat et seq.), and the Americans With Disabilities Act (ADA), 42 U.S.C , et seq. CenturyLink shall assure that no person is discriminated against based on the grounds of sex, race, religion, national origin or disability in connection with the performance of the Underlying Agreement. O. Notices. Except as permitted by the applicable CenturyLink tariffs, all notices arising out of, or from, the provisions of the Underlying Agreement shall be in writing and given to the parties at the address provided under the Underlying Agreement, either by regular mail, facsimile, , or delivery in person. P. Prior Approval. Intentionally Omitted. Q. Sovereign Immunity. Customer does not waive sovereign immunity by entering into the Underlying Agreement, and specifically retains immunity and all defenses available to the Customer as sovereign pursuant to Wyo. Stat (a) and all other state law. R. Termination of Contract. This Addendum may be terminated upon thirty (30) days notice for cause if CenturyLink fails to perform in accordance with the terms of this Addendum, provided CenturyLink does not cure the default within such 30-day period. The Customer understands that termination may affect pricing arrangements due to the potential for failure to meet certain volume and term commitments. S. Third Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of third-party beneficiary, and the Underlying Agreement shall not be construed so as to create such status. The rights, duties and obligations contained in the Underlying Agreement shall operate only between the parties to the Underlying Agreement, and shall inure solely to the benefit of the parties to the Underlying Agreement. The provisions of the Underlying Agreement are intended only to assist the parties in determining and performing their obligations under the Underlying Agreement. The parties to the Underlying Agreement intend and expressly agree that only parties signatory to the Underlying Agreement shall have any legal or equitable right to seek to enforce the Underlying Agreement, to seek any remedy arising out of a party's performance or failure to perform any term or condition of the Underlying Agreement, or to bring an action for the breach of the Underlying Agreement. T. Titles Not Controlling. Titles of paragraphs are for reference only, and shall not be used to construe the language in the Underlying Agreement. U. Waiver. The waiver of any breach of any term or condition in the Underlying Agreement shall not be deemed a waiver of any prior or subsequent breach. V. Monitor Activities. The Customer shall have the right to monitor all activities of the CenturyLink related to this Agreement, which shall include, but not be limited to, the right to make site inspections upon reasonable prior notice during normal business hours, to bring experts and consultants ( Agents ) on site to examine or evaluate completed work or work in progress, and to observe CenturyLik personnel in every phase of performance of Agreement related work. Where applicable, the Customer and its Agents shall comply with CenturyLink s standard security and safety policies and procedures for facilities access. W. No Finder's Fees. No finder's fee, employment agency fee, or other such fee related to the procurement of this Agreement shall be paid by either party. WY State Terms Addendum Page 3 Version: 2010

15 X. Indemnification. The indemnification provisions set forth in CenturyLink s applicable tariffs shall set forth the respective indemnification obligations of the parties, except that the Customer shall have no indemnification obligations that exceed or are in contravention of any applicable law, including, but not limited to, Wyoming Constitution Article 16, Sections 6 and 7, which prohibit indemnification by the Customer. 5. Order of Precedence. In the event of a conflict or inconsistency between any terms of this Addendum and the Underlying Agreement the order of precedence will be as detailed in the Underlying Agreement, with the following exception: all conditions contained in this Addendum, in particular, but without limitation, 4C Applicable Law/Venue, 4Q Sovereign Immunity and 4X Indemnification shall apply with full force and effect to the Underlying Agreement and all services, and shall take precedence over any other contrary language. 6. Enforceability. In accordance with the requirements of the Communications Act of 1934, as amended by the Telecommunications Act of 1996, CenturyLink cannot agree to provide services upon terms and conditions that vary from the provisions of the applicable tariffs on file with the FCC. Customer understands that if any term of this Addendum may be construed as materially rate-effecting such term is not enforceable. 7. Signatures. IN WITNESS THEREOF, the parties to this Addendum through their duly authorized representatives have executed this Addendum to the Underlying Agreement between the Customer and CenturyLink, on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions as set forth herein. The effective date of this Addendum is the date of the signature last affixed to this page. Date Date Qwest Communications Company, LLC d/b/a CenturyLink QCC Date WY State Terms Addendum Page 4 Version: 2010

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